HexTech proposes related-party disposal of Nilai land unit, to receive RM38.14 mil cash proceeds

PETALING JAYA (Aug 7): Hextar Technologies Solutions Bhd (HexTech) has proposed disposing of its wholly-owned subsidiary Guper Bonded Warehouse Sdn Bhd (GBWSB), which owns five adjoining industrial land parcels in Nilai, Negeri Sembilan, to Hextar Holdings Sdn Bhd in a related-party transaction expected to generate total cash proceeds of RM38.14 million.

HexTech entered into a conditional share sale agreement on Thursday (Aug 6) to sell its entire equity interest in GBWSB for RM2.77 million cash. Under the transaction's completion mechanism, Hextar Holdings will also advance funds to GBWSB to facilitate the redemption of RM35.05 million of redeemable convertible preference shares (RCPS) held by HexTech and the repayment of RM318,000 in intercompany advances owed to the listed company, bringing the group's total cash inflow to RM38.14 million.

GBWSB's principal assets comprise five adjoining freehold industrial land parcels held under title Nos GRN 248843 to GRN 248847, corresponding to Lot Nos 60584 to 60588 at Lot 60584 – Lot 60588, Nilai Industrial Estate, Nilai Inland Port, 71800 Nilai, Negeri Sembilan. The land, with a combined area of 56,231 sq m (13.89 acres), is vacant and unencumbered, and the titles carry an express condition restricting their use to industrial warehouse purposes, while dealings are subject to the state authority's written consent.

Independent valuer Laurelcap Sdn Bhd ascribed a combined market value of RM38.5 million to the five parcels as at June 24, 2026, compared with their net book value of RM34.68 million as at June 30, 2026, in GBWSB's accounts. The RM2.77 million disposal consideration was derived from GBWSB's adjusted net tangible assets as at June 30 after incorporating the land revaluation and related adjustments, including deferred taxation and the RCPS structure.

HexTech expects the transaction to generate a pro forma gain of RM31.59 million. This includes RM28.67 million in realised appreciation, as the land is carried at RM6.01 million in HexTech's consolidated accounts under the historical cost model.

GBWSB was previously the subject of a proposed disposal of four adjoining vacant freehold industrial land parcels in Nilai to Widad Development (Nilai) Sdn Bhd, a wholly-owned subsidiary of Widad Group Bhd. The transaction was terminated by mutual agreement in June 2026 after both parties agreed to cease further negotiations and discussions.

HexTech plans to use RM20 million of the proceeds to expand its technology business, RM16 million to partially repay bank borrowings, RM1.62 million for working capital and RM512,000 for transaction expenses. The debt repayment is expected to reduce annual interest expense by about RM890,000.

The proposed disposal is deemed a related-party transaction because purchaser Hextar Holdings is controlled by HexTech group CEO and executive director Datuk Ong Choo Meng. Ong directly owns 5.53% of HexTech and is deemed interested in another 54.28%, while he directly holds 64.73% of Hextar Holdings and is deemed interested in the remaining shares through his parents.

Ong has abstained and will continue to abstain from deliberations and voting on the proposed disposal, while the interested shareholders and persons connected with them will abstain from voting at the extraordinary general meeting. Eco Asia Capital Advisory Sdn Bhd has been appointed as the independent adviser, and the proposed disposal is subject to approval by HexTech's non-interested shareholders and fulfilment of the share sale agreement's conditions precedent. The company expects the transaction to be completed by the fourth quarter of 2026.

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